Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2020 by and
between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-239819 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering (the “Offering”)
of the Company’s units (the “Units”), each of which consists of one share of the Company’s
Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable
warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with I-Bankers
Securities, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein;


 


WHEREAS,
if a Business Combination (as defined below) is not consummated within the initial 12 month period following the closing of the
Offering, Vistas Media Sponsor, LLC (the “Sponsor”) may extend such period up to two times, each by
an additional three (3) months (each such additional three month period, an “Extension”), for a total
of 18 months to complete a Business Combination, by depositing $1,000,000 (or $1,150,000 if the Underwriters’ over-allotment
option is exercised in full) (each such deposit, an “Extension Fee”) into the Trust Account (as defined
below) no later than the 12-month anniversary of the closing of the Offering or the 15-month anniversary of the closing of the
Offering (each, as the case may be, an “Applicable Deadline”); and

 


WHEREAS,
as described in the Prospectus, $100,000,000 of the gross proceeds of the Offering and sale of the Placement Units and the Placement
Warrants (as defined in the Underwriting Agreement) (or $115,000,000 if the Underwriters’ over-allotment option is exercised
in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included
in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon), including any amount deposited in connection with an Extension, is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS,
pursuant to that certain Business Combination Marketing Agreement, by and between the Company and the Representative, a
portion of the Property equal to $2,750,000, or $3,162,500 if the Underwriters’ over-allotment option in the first
connection with the Offering is exercised in full (which amount shall be reduced by up to one Extension Fee upon the
Sponsor’s deposit of Extension Fee into the Trust Account), is attributable to certain fees for the Representative’s marketing and advisory services in
connection with the Business Combination (as defined below) that will be payable by the Company to the Representative upon
and concurrently with the consummation of the Business Combination (as defined below) (the “M&A
Fee”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the
Trustee that is reasonably satisfactory to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185
days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury
obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds
are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 






    	 		 



     


    

 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;  


 


(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 





(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the
terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that
attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the
“Board”) or other authorized officer of the Company, and, in the case of Exhibit A,
acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the
Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 12 months
after the closing of the Offering or, in the event that the Company extended the period of time to complete a Business
Combination by implementing an Extension, 15 months or 18 months, as applicable, after the closing of the Offering, and (2)
such later date as may be approved by the Company’s stockholders in accordance with the Company’s second amended
and restated certificate of incorporation if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution
expenses), shall be distributed to the Public Stockholders of record as of such date;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust
Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax
obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which
amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount
initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in
the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be
designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in
excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the
Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request;





 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated
certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of shares of Common
Stock included in the Units sold in the Offering (the “public shares”) if the Company has not consummated
an initial Business Combination within such time as is described in the Company’s second amended and restated certificate
of incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business
Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;


 






    	 	2	 



     


    

 


(l)
Upon receipt of an extension letter (“Extension Letter”) in a form substantially similar to that
attached hereto as Exhibit E at least five (5) days prior to the Applicable Deadline, signed on behalf of the Company by its
Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board, and receipt of the dollar amount
specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the
Extension Letter; and


 


(m)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer,
Secretary or Chairman of the Board. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the M&A Fee is paid
directly to the account or accounts directed by the Representative prior to any transfer of the funds held in the Trust Account
to the Company or any other person;


 






    	 	3	 



     


    

 


(g)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement;


 


(h) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the M&A Fee;


 





(i)
If applicable, issue a press release at least three (3) days prior to the Applicable Deadline announcing that, at least five
(5) days prior to the Applicable Deadline, the Company received notice from the Sponsor that the Sponsor intends to extend
the Applicable Deadline; and


 


(j)
Promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination
has been extended.

 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify
the accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, tax obligations, except pursuant to Section 1(j) hereof; or


 






    	 	4	 



     


    

 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject
to Section 6(d) hereof, this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto.


 


(d)
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt
by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware
General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more
of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company
voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will
affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection
with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to
redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame
specified in the Company’s second amended and restated certificate of incorporation. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the
certification from the inspector or elections referenced above and shall be relieved of all liability to any party for
executing the proposed amendment in reliance thereon.


 






    	 	5	 



     


    

 


(e) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by electronic mail:


 


 


	 	if
    to the Trustee, to:
	 	 
	 	Continental
    Stock Transfer & Trust Company
	 	1
    State Street, 30th Floor
	 	New
    York, New York 10004
	 	Attn:
    Francis Wolf & Celeste Gonzalez
	 	Email:
        fwolf@continentalstock.com

        Email:
        cgonzalez@continentalstock.com

	 	 
	 	if
    to the Company, to:
	 	 
	 	Vistas
        Media Acquisition Company Inc.

        30
        Wall Street, 8th Floor

        New
        York, NY 10005

	 	Attn:
        F. Jacob Cherian

        Email:
        FJC@vmac.media

	 	 
	 	in
    each case, with copies to:
	 	 
	 	Winston
    & Strawn LLP
	 	200
    Park Avenue
	 	New
    York, New York 10166
	 	Attn:
    David A. Sakowitz
	 	Email:
    dsakowitz@winston.com
	 	 
	 	and
	 	 
	 	I-Bankers
        Securities, Inc.

        535
        5th Avenue

        New
        York, NY 10017

        Attn.:
        Mike McCrory

        Email:
        mike@ibsgroup.net

         

        and

         

        Ellenoff
        Grossman & Schole LLP

        1345
        Avenue of the Americas

        New
        York, NY 10105

        Attn:
        Barry I. Grossman

        Email:
        bigrossman@egsllp.com



 






    	 	6	 



     


    

 


(g) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(h) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters are third-party
beneficiaries of this Agreement.


 


(k) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature
Page Follows] 


 






    	 	7	 



     


    

 





IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name:
    Francis Wolf
	 	 	Title:
      Vice President
	 	 
	 	VISTAS
    MEDIA ACQUISITION COMPANY INC.
	 	 
	 	By:	 
	 	 	Name:
     F. Jacob Cherian
	 	 	Title:    Chief
    Executive Officer


 





[Signature Page to Investment Management Trust Agreement]

 









    	 	8	 



     


    

 


SCHEDULE
A


 



	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1 and 2	 	Billed to Company following disbursement made to Company under Section 1 and 2	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 








 






    	 	9	 



     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Vistas Media Acquisition Company Inc. (the
“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of __________, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered
into an agreement with ___________ (the “Target Business”) to consummate a business combination with
Target Business (the “Business Combination”) on or about [insert date]. The Company shall
notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may agree) of the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on
the Consummation Date, all of the funds held in the Trust Operating Account at JP Morgan Chase Bank, N.A. (or at another U.S.
chartered commercial bank with consolidated assets of $100 billion or more) will be immediately available for transfer to the
account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives
on behalf of the Underwriters (with respect to the M&A Fee)).


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”), and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive
Officer, Chief Financial Officer or Secretary, which verifies that the Business Combination has been approved by a vote of the
Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative
with respect to the transfer of the funds held in the Trust Operating Account, including payment of amounts owed to public stockholders
who have properly exercised their redemption rights and payment of the M&A Fee directly to the account or accounts directed
by the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust
Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 












    	 	 A-1	 



     


    

 


	 	Very
    truly yours,
	 	 
	 	Vistas
    Media Acquisition Company Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed
    and acknowledged by:	 
	 	 
	I-Bankers
    Securities, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






    	 	 A-2	 



     


    


 





EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Termination Letter


  


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Vistas Media Acquisition Company Inc. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of _________, 2020 (the “Trust Agreement”), this is to advise you that the Company has
been unable to effect a business combination with a Target Business (the “Business Combination”) within
the time frame specified in the Company’s Second Amended and Restated Certificate of Incorporation, as described in the
Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set
forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Operating
Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution
to the Public Stockholders. The Company has selected __________1 as the effective date for the purpose of determining
when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent
of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public
Stockholders in accordance with the terms of the Trust Agreement and the Second Amended and Restated Certificate of Incorporation
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	Vistas
    Media Acquisition Company Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc:
        I-Bankers Securities, Inc.

        

        

        
	 


 


		1	12 months from the closing
of the Offering (or up to 18 months from the closing of the Offering if the Company has implemented any Extension) or such later
date as may be approved by the Company’s stockholders in accordance with the Company’s second amended and restated
certificate of incorporation.



 






    	 	B-1	 



     


    


 





EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Vistas Media Acquisition Company Inc. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of ________, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver
to the Company $_______   of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	Vistas
    Media Acquisition Company Inc. 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc:
    I-Bankers Securities, Inc.	 


 



    	 	C-1	 



     


    







 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Vistas Media Acquisition Company Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____, 2020 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


The
funds described above are needed to pay the Public Stockholders who have properly elected to have their shares of Common Stock
redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s second amended and
restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of public
shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in
the Company’s second amended and restated certificate of incorporation or with respect to any other material provisions
relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you for your
further distribution to the redeeming Public Stockholders.


 


	 	Very
    truly yours,
	 	 
	 	Vistas
    Media Acquisition Company Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc:
    I-Bankers Securities, Inc.	 


 






    	 	D-1	 



     


    

 


EXHIBIT
E


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Extension Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(l) of the Investment Management Trust Agreement between Vistas Media Acquisition Company Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _______, 2020 (the “Trust
Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business
Combination for an additional three (3) months, from ________ to _______ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $__________, which will be wired to you,
into the Trust Account upon receipt. These funds should be invested in ____________ or [the same manner as the funds currently
on deposit in the Trust Account].


 


This
is the ____ of up to two Extension Letters that the Company is permitted to deliver to you pursuant to the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	Vistas
    Media Acquisition Company Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc:
    I-Bankers Securities, Inc.	 


 




 


 


E-1